Exhibit 10u-4

                                 THIRD AMENDMENT
                    TO THE BELLSOUTH TELECOMMUNICATIONS, INC.
                 TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)


         THIS THIRD AMENDMENT to the BellSouth Telecommunications, Inc. Trust
Under Board of Directors Benefit Plan(s) (the "Trust Agreement") is made this
15th day of March, 2004, by and between BellSouth Corporation, a Georgia
corporation ("BellSouth"), BellSouth Telecommunications, Inc., a Georgia
corporation wholly-owned by BellSouth ("Company"), and the Northern Trust
Company, an Illinois corporation of Chicago, Illinois ("Trustee"):

         WHEREAS, BellSouth, Company and Bankers Trust, a New York Corporation
("Bankers Trust") first executed the Trust Agreement on May 23, 1996; and

         WHEREAS, BellSouth and Company on November 1, 2003, appointed Trustee
as successor trustee to Bankers Trust; and

         WHEREAS, BellSouth, Company and Trustee, effective November 1, 2003,
executed a First Amendment to the Trust Agreement; and

         WHEREAS, BellSouth, Company and Trustee, effective December 17, 2003
executed a Second Amendment to the Trust Agreement; and

         WHEREAS, BellSouth, Company and Trustee now desire to amend further the
Trust Agreement, pursuant to Section 12 of the Trust Agreement;

         NOW, THEREFORE, the section of the Trust Agreement set forth below is
amended as follows, but all other sections of the Trust Agreement shall remain
in full force and effect:

                                       1.

         Section 9 is hereby amended by adding at the end thereof the following
new sentence:

                  "In addition, with respect to any third party engaged by the
                  Company to provide services, including but not limited to,
                  actuarial, accounting, recordkeeping, or legal services, for
                  the Trust or the Plan(s), the Company shall direct the Trustee
                  to pay such third party's reasonable administrative expenses
                  (including reasonable compensation) from the Trust to the
                  extent not paid by Company."

<PAGE>


         IN WITNESS WHEREOF, BellSouth, Company and Trustee have caused this
Amendment to be executed and their respective corporate seals to be affixed and
attested by their respective corporate officers on the day and year first
written above.


                               BELLSOUTH CORPORATION



                               By: /s/ Lynn Wentworth
                               Title: Chairman, Trust Asset Management Committee




ATTEST:


/s/ Marcy A. Bass
Its:  Senior Corporate Counsel & Asst. Corporate Secretary


                  (CORPORATE SEAL)




         The undersigned, Marcy A. Bass, does hereby certify that he/she is the
duly elected, qualified and acting Assistant Corporate Secretary of BellSouth
Corporation ("Company") and further certified that the person whose signature
appears above is a duly elected, qualified and acting officer of the Company
with full power and authority to executive this Trust Amendment on behalf of the
Company and to take such other actions and execute such other documents as may
be necessary to effectuate this Trust Amendment.




/s/ Marcy A. Bass
Senior Corporate Counsel and
Assistant Corporate Secretary
BellSouth Corporation


<PAGE>




                               BELLSOUTH TELECOMMUNICATIONS, INC.


                               By:  /s/ Mary Jo Peed

                               Its:  Vice President, General Counsel & Secretary


ATTEST:

/s/ Frederick W. Johnson
Its:     Assistant Secretary

                  (CORPORATE SEAL)



         The undersigned, Joyce Clower Irvine, does hereby certify that he/she
is the duly elected, and acting Assistant Corporate Secretary of BellSouth
Telecommunications, Inc. ("Company") and further certifies that the person whose
signature appears above is a duly elected and acting officer of the Company with
full power and authority to execute this Trust Amendment on behalf of the
Company and to take such other actions and execute such other documents as may
be necessary to effectuate this Trust Amendment.


/s/ Joyce Clower Irvine
Assistant Secretary
BellSouth Telecommunications, Inc.



                                                     THE NORTHERN TRUST COMPANY


                                                     By: /s/ Anita L. Bender

                                                     Its:  Vice President


Attest:
/s/ Helen M. Stirk
Its: Assistant Secretary